Corporate Governance

Principle 1: Establish a purpose, strategy and business model which promote long-term value for shareholders

The Group continues to operate under a governance structure, which is designed to be flexible and efficient in creating sustainable long-term growth in shareholder value. Our key focus is to continue to drive the Group forward and keep us reaching for the high standards and targets we set ourselves. We do this by leveraging our strengths and the many opportunities to grow in the market.

Further detail on the Group’s purpose, strategy and business model can be found on pages 2 to 25 of the Annual Report 2025 which includes the key challenges faced by the Company in achieving its goals.

Principle 2: Promote a corporate culture that is based on ethical values and behaviours

The Board desires to promote a culture of respect, integrity, openness, honesty, collaboration and fulfilment within and across each of the businesses in our Group. We believe strongly in these objectives, and we endeavour to practise these in the way that we communicate with our customers, suppliers, shareholders, advisers and of course all our teams employed in the Group.

Feedback from all stakeholders in the business, as set out in Principle 4, allows the Board to assess the state of its corporate culture, as well as performance against the Group’s internal targets. Through Board visits and the Operating Board and Forums collaboration, transparency and understanding is facilitated.

More information can be found on pages 8 to 9, 15, 24 to 25, 28 to 33, and 65 of the Annual Report 2025.

The Group’s values remain as follows:

• A passion for creativity, excellence and innovation
• People with integrity and ethics working together
• Delivery at pace with a customer focus
• Responsibility to the planet and future generations

Principle 3: Seek to understand and meet shareholder needs and expectations

The Group understands the importance of communicating with its shareholders and seeks to build a mutual understanding on objectives by discussing long and short-term issues with shareholders.

During the 2025 financial year, the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and Non-Executive Chair maintained regular contact with our institutional investors as can be seen in the timeline below:

Date Engagement

8-9 April 2024 Analyst visit to DG UK  

30 April 2024 Post-close full year trading update

30 April-3 May 2024 Various investor calls with CEO/CFO

25 June 2024 Full year results announcement

25 June – 2 July 2024 Investor meetings & calls with CEO/CFO

12 July 2024 Investor feedback report from Canaccord

26 September 2024 Annual General Meeting and trading update

29 October 2024 Post-close interim trading update

26 November 2024 Interim results announcement

26-29 November 2024 Investor meetings & calls with CEO/CFO

9, 10 & 12 December 2024 Investor calls with CEO/CFO

14 December 2024 Investor feedback report from Canaccord

17 January 2025 Trading Update

20-21 January 2025 Investor calls with CEO/CFO  

30 January 2025 Investor visit to DG Americas Craft Division

3 February 2025 Investor call with CEO/CFO  

3 March 2025 Investor meetings with Chair

Following the investor meetings, the Board receives feedback on the views and concerns of shareholders as well as investment reports from analysts. We keep all our investors informed on the latest developments with announcements, circulars, videos, and reports; all of which are available on the Company’s website.

Nikky Geairns is our primary contact for shareholders, and she can be contacted at ngeairns@thedesigngroup.com. Contact details for the Company’s PR Advisers, Brokers and Registrars are also set out in the ‘Contact’ section of the Company’s website.

Further information can be found on page 50 and 66 of the Annual Report 2025.

Principle 4: Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for long-term success

The Board recognises that the continued growth and success of the company are dependent on the efforts of all our employees, customers, suppliers, communities, and all our other key stakeholders. We have set out our Section 172 statement on pages 50– 51 of the Annual Report 2025, showing how the needs of these important stakeholders are assessed and considered by the Board. Also set out are examples of the ways in which the Board has considered these interests in their decision making throughout the year as required by the Companies (Miscellaneous Reporting) Regulations 2018.

There are many examples of stakeholder engagement within the Annual report 2025:

• Employees – see pages 28 to 33 and 50 to 51
• Shareholders – see pages 50 to 51 and 66
• Customers – see pages 27 and 50 to 51
• Communities – see pages 33 and 50 to 51
• Suppliers – see pages 36, 50 to 51

The Group’s Sustainability Framework ‘Helping design a better future’ guides our approach to sustainability and is based around three pillars: People, Product and Planet. Underpinned by a selection of the United Nations Sustainable Development Goals the framework allows us to adopt a holistic business-wide approach to sustainability and diminish our environmental impact. More information can be found on pages 26 to 49 of the Annual Report 2025.

Principle 5: Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The Group operates a decentralised model where risk management is embedded within strategic and operational decision-making. An overarching role is played by the Group team and the Board to ensure oversight in the risk management process.

Design Group’s approach to risk management is bottom up, with each of our business units maintaining standardised risk registers for their territories, identifying key risks, monitoring them, and determining mitigation plans for their businesses, whilst measuring against the Group’s risk tolerance level alongside their own tolerances. The risks are scored using a risk impact matrix which considers both financial and non-financial assessments to determine an overall score for each risk. Each principal risk is also evaluated against the Group’s risk appetite and considered in the context of the Group’s strategic objectives. All of this focuses the Group on where the higher risks sit and prioritises additional mitigation strategies that may be required.

The Group’s risk management framework operates within a ‘three lines of defence’ assurances model. The first line of defence lies with the operational owners and are the teams within the business managing and mitigating risks as part of their operational model. The second line of defence is internal and is corporate oversight, whereby individuals who are independent to the day-to-day operations perform a second layer review or verification of the mitigations and controls in place. The third line of defence is outsourced, providing the Audit Committee with independent assurance over the management of risks around the Group.

Risk management processes are reviewed regularly by the Audit Committee to reflect changes in market conditions and the Group’s activities. The Board’s oversight covers all controls, including financial, operational and compliance controls and general risk management. It is based principally on reviewing reports from management to consider whether significant risks are identified, evaluated, managed, and controlled and whether any significant weaknesses are promptly remedied and indicate the need for more extensive monitoring.

The Board has delegated responsibility for review of the effectiveness of internal controls to the Audit Committee and it keeps these under continuous review. As the Group operates as a decentralised business, each business unit is responsible for managing the processes and procedures, including financial controls and accounting policies, as well as operational and compliance controls within its jurisdiction. 

The Group operates a Group Policy Framework which seeks to formalise the processes around key compliance and governance policies. 

Further detail on the risk management framework, the principal risks faced by the Group and the mitigating actions taken in respect of those risks can be found on pages 52 to 57 of the Annual Report 2025. More information on Internal Controls can be found in the Audit Committee report on pages 68-70 of the Annual Report 2025.

Principle 6: Establish and maintain the Board as a well-functioning, balanced team led by the Chair

At the end of FY2025 the Board consisted of the Non-Executive Chair, two executive directors (CEO and CFO) and four Non – Executive Directors (three of which were independent). During the year, Claire Binyon (Non-Executive Director) stepped down from the Board with effect from 15 January 2025, and on 20 June 2025, Paul Bal (CEO) also stepped down. John Gittins joined the Board as a Non-Executive Director on 3 March 2025. The Biographies of the board can be found on pages 58 to 59 of the Annual Report 2025 as well as on our website.

The Board met nine times during the 2025 financial year, of the nine meetings, all were fully attended by those eligible at the time of the meetings. 

The Audit Committee met three times, the Remuneration Committee met five times; and the Nomination Committee met three times throughout the financial year, all of which were fully attended (with one exception which was due to circumstances outside of the members’ control). 

The Board and the Committees of the Board hold additional meetings outside of the formal schedule if required to deal with time sensitive matters.

Further information on the operation of the Board and Committees can be found under Principles 7 and 8 and also on pages 52, 60 to 82 of the Annual Report 2025.

Principle 7: Maintain appropriate governance structures and ensure that individually and collectively the Directors have the necessary up-to-date experience, skills, and capabilities

The Board is kept regularly updated by the Company Secretary and the NOMAD of their legal duties and any changes to legal and governance requirements for the Group.

In addition, the Board has access to the Deloitte Academy, which gives each Director (Executive and Non-Executive) access to a wide-ranging programme of technical briefings, education, bespoke training, and peer-to-peer networking opportunities. This is a useful resource to ensure that they keep abreast of market trends in board governance, legislative reform and keep their skills up to date.

The Board has access to external, specialist advice when necessary. This year, FIT Remuneration Consultants LLP continued to provide advice to the Remuneration Committee on a retained basis and BDO LLP (‘BDO’) continued to provide business assurance support to the Audit Committee. Further information on the directors’ skills and experience can be found on pages 58 and 59 of the Annual Report 2025.

The Group has established a clear division between the respective responsibilities of the Non-Executive Chair of the Board and the CEO. The Non-Executive Chair is Stewart Gilliland, and he is primarily responsible for the effective working of the Board in conjunction with management.

During FY2025 and until 20 June 2025, the CEO was Paul Bal, and he was responsible for the operational management of the business and for the implementation of the strategy agreed by the Board. A search for a new CEO is currently underway.

More information on the division of responsibilities between the CEO and the Non-Executive Chair can be found here.

The Board is responsible for setting the vision and strategy for the Group, working closely with the executive management team to deliver a successful business model for our shareholders and other stakeholders. The Group Delegation of Authority policy sets out the matters that are reserved for the Board for approval.  These can be found here.

The Board has three Committees – Remuneration, Audit and Nomination. Each of these Committees is ordinarily comprised solely of independent Non-Executive Directors, with Executive Directors being invited to meetings as appropriate. For the membership of each Committee, including its Chair, see pages 58 and 59 of the Annual Report 2025.

The Nomination Committee is responsible for regularly reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and other senior executives and making recommendations to the Board with regard to any changes. It also keeps under review the leadership needs of the organisation, to ensure succession plans are in place, with a view to ensuring the continued ability of the organisation to compete effectively in the marketplace. Further information can be found on pages 71 to 73 of the Annual Report 2025.

The Audit Committee satisfies itself on the integrity of financial information and ensures the controls and risk management systems within our businesses are robust and defensible. The Committee meets as required during the year and at least twice with the Group’s external auditors. Its role is to review the interim and final financial statements for approval by the Board, to ensure that operational and financial controls are functioning properly, and to provide the forum through which the Group’s external auditors report to the Board. Further details about the activities undertaken by the Audit Committee this year can be found on pages 68 to 70 of the Annual Report 2025.

The Remuneration Committee assists the Board in fulfilling its responsibilities to shareholders to ensure that: (i) the remuneration policies and practices of the Company are designed to promote the long-term success of the Company, and are aligned with the Company’s strategy and values, having regard to all statutory and regulatory requirements and to the views of stakeholders; and (ii) senior executives are provided with fair and sustainable remuneration which is linked to the delivery of strong personal and corporate performance. Further details about the activities undertaken by the Remuneration Committee this year can be found on pages 74 to 80 of the Annual Report 2025.

The Terms of Reference for each Committee are reviewed annually and can be found  here (Remuneration Committee),  here (Audit Committee) and here (Nomination Committee).

The Board has also established a Disclosure Committee to oversee and ensure that the Company’s controls and procedures in relation to the management and disclosure of inside information are appropriate and in compliance with the UK Market Abuse Regulation. The Terms of Reference for this Committee can be found here (Disclosure Committee).

The Board keeps all aspects of corporate governance under review, with the governance framework developing further as the Group continues to evolve.

Principle 8: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

In January 2025 the Board conducted a self-evaluation of its performance. As in previous years, the Directors were asked to complete a questionnaire based on the ten principles of the QCA Corporate Governance Code 2018 (Code) and answer additional questions allowing Directors to give their views on the main achievements of the Board over the past twelve months, and the Board’s main strengths and weaknesses. The results were initially reviewed by the Non-Executive Chair and Company Secretary and then shared and discussed with the full Board.

The results of the evaluation demonstrated generally consistent or improved performance across all categories. Actions arising related to the external evaluation to be undertaken in the future and a strategy-specific session for the Board later in the year to spend focused time on the development of strategy, but also to build the Board dynamic in light of some of the Board member changes. 

In line with the QCA Code, and their own Terms of Reference, each Committee of the Board also undertook a self-evaluation in January 2025. Topics covered included: 

• roles and responsibilities; 

• Terms of Reference and planning; 

• meetings, content and operation; 

• members’ skill sets; and 

• Shareholder interaction.

Responses were collated, reviewed, and compared with the previous year’s results. 

In comparison to the previous year, the results for the Audit Committee showed an improvement in scores across all categories. 

Results of the Remuneration Committee self-evaluation showed consistent high performance along with an increase in some scores. The refreshed onboarding process for new Non-Executive Directors was noted.

The Nomination Committee self-evaluation showed consistent performance. In response to the previous year’s evaluation, Group wide succession plans were reviewed by the Committee throughout the year and the skills matrix for the Board had also been reviewed in light of changes in-year. The Chair of the Board will be monitoring the skills and experience on the Board to ensure there are no gaps in capability and therefore effectiveness.

The Board had intended to conduct an external evaluation of its performance during FY2025. This external review, although planned for FY2026, has since been further delayed in light of the change in structure of the Group, the recent Board changes and the recruitment underway for the new CEO. Once the Board membership has stabilised, the timing of the external review will be scheduled in order to ensure the most useful outcome. 

Evaluation of the Non-Executive Chair and the Non-Executive Directors:

The Senior Independent Director, Mark Tentori, met with the other Non-Executive Directors to review Stewart Gilliland’s performance as Chair of the Board. Feedback was positive, with particular appreciation for Stewart’s leadership through the Board changes during the year, and the additional Board support for the Group that he provided throughout the period that the CEO undertook additional responsibilities for DG Americas. 

The Chair of the Board met with each of the Non-Executive Directors individually to discuss their performance during FY2025. The Chair concluded that the Audit and Remuneration Committee Chairs had shown good meeting management and facilitation and that the level of commitment shown by all the Non-Executive Directors had been exemplary throughout a demanding year.

Principle 9: Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture

The Group’s Remuneration Policy is to ensure that the remuneration of Executive Directors is sufficiently competitive to enable the Group to retain and motivate existing Directors and attract high quality performers in the future. The Group aims to incentivise and reward its Executive Directors in a way that is consistent with the Group’s commercial objectives and to align the interests of the Directors with those of its shareholders. The main components of the Executive Directors’ remuneration packages and how these link to the business model and strategy are set out in the Directors’ Remuneration Report on pages 74 to 80 of the Annual Report 2025.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

The Board is determined to maintain effective communication and effective dialogue with its shareholders and other key stakeholders. The Group welcomes questions from shareholders and potential investors; questions can be forwarded to ngeairns@thedesigngroup.com.

The Company regularly updates investors by announcements on the London Stock Exchange and updates on the Company’s website. Information for investors is kept up to date and contains relevant developments, presentations and press and corporate news.

The Annual Report and half year report are also key tools for demonstrating to shareholders how the Group is governed and provide an overview of core activities over the past financial year. Our historic Annual Reports and notices of general meeting, along with all other documents sent to shareholders  can be found here.

Shareholders are invited to attend the Company’s AGM, which also provides an opportunity for them to ask questions to the Board. The Results of the AGM are posted on the website as soon as possible following the meeting. All resolutions at the 2024 AGM were passed with an average vote in favour of 99.98%.